Kodak 2011 Annual Report Download - page 217

except as disclosed in filings made with the Securities and Exchange Commission and press releases, in each case prior to the date of this Agreement.
(f) There is no pending or, to the knowledge of the Company, threatened action, suit, investigation, litigation or proceeding, including,
without limitation, any Environmental Action, affecting the Company or any of its Subsidiaries before any court, governmental agency or arbitrator that (i)
is reasonably likely to have a Material Adverse Effect, other than the Cases and as disclosed on Schedule 4.01(f) or publicly filed or furnished on Form 8-
K
or any periodic report required or permitted to be filed or furnished under the Exchange Act with the Securities Exchange Commission or (ii) purports to
affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(g) No Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loan will be used to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.
(h) No Borrower is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended.
(i) The Company and each of its Subsidiaries owns, or has the valid and enforceable right to use, all trademarks, service marks, trade
names, domain names, goodwill associated with the foregoing, patents, copyrights, trade secrets and know-how (including all registrations and applications
for registration of the foregoing) (collectively, “ Intellectual Property ”) necessary for the conduct of its business as currently conducted except where the
failure to so own or license could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 4.01(f) , no claim has
been asserted and is pending, or to the knowledge of the Company, threatened, by any Person challenging the use of any such Intellectual Property by the
Company or any Subsidiary or the validity or enforceability of any such Intellectual Property or alleging that the conduct of the business of the Company or
any of its Subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property rights of any other Person, nor does the Company know of
any valid basis for any such claim, except, in each case, for such claims that, individually or in the aggregate, are not reasonably expected to have a Material
Adverse Effect. Except as disclosed on Schedule 4.01(f) , to the knowledge of the Company, neither the use of such Intellectual Property by the Company
or any of its Subsidiaries, nor the conduct of their respective businesses, infringes, misappropriates or otherwise violates the rights of any Person, except for
such claims, infringements, misappropriations or violations that, individually or in the aggregate, are not reasonably expected to have a Material Adverse
Effect.
(j) (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or
that could reasonably expected to have a Material Adverse Effect.
(ii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal
Liability to any Multiemployer Plan that in the aggregate could reasonably be expected to have a Material Adverse Effect.
(iii) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization, insolvent or has been terminated, within the meaning of Title IV of ERISA, or has been determined to be in
“endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA, and no such Multiemployer Plan is
reasonably expected to be in reorganization, insolvent or to be terminated, within the meaning of Title IV of ERISA or in endangered or critical status.
73